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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 1997
CBS CORPORATION
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-977 25-0877540
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
Westinghouse Building, 11 Stanwix Street, Pittsburgh, Pennsylvania 15222-1384
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(Address of principal executive offices, including zip code)
(412) 244-2000
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(Registrant's Telephone No., including area code)
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Item 5. Other Events
1. On September 19, 1997, American Radio Systems Corporation ("ARS"), CBS
Corporation (formerly Westinghouse Electric Corporation ("CBS")) and R
Acquisition Corp. ("CBS Sub") entered into an Agreement and Plan of Merger (the
"Original Merger Agreement") pursuant to which CBS Sub would be merged with and
into ARS and ARS would become a subsidiary of CBS (the "CBS Merger"). As a
condition of the Original Merger Agreement, prior to the effective time of the
CBS Merger (the "Effective Time"), American Tower Corporation ("ATS"), a
wholly-owned subsidiary of ARS which owns and operates ARS's communications
sites business, would be separated from ARS and distributed (the "Tower
Separation") to the holders of Class A Common Stock, $.01 par value per share,
Class B Common Stock, $.01 par value per share, and Class C Common Stock, $.01
par value per share, of ARS (collectively, the "ARS Common Stock").
On December 18, 1997, ARS, CBS and CBS Sub entered into an Amended and
Restated Agreement and Plan of Merger (the "Amended Agreement") to provide that
the Tower Separation may be effectuated (i) through the CBS Merger or (ii) at
ARS' election, if the CBS Merger has not been consummated by May 31, 1998,
through the merger (the "Tower Merger") of ATS Merger Corporation, a newly
formed wholly-owned subsidiary of ARS ("ATS Merger"), with and into ARS,
pursuant to the Agreement and Plan of Merger by and between ARS and ATS Merger,
dated as of December 18, 1997.
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On December 19, 1997, ARS, CBS and CBS Sub executed an amendment (the
"First Amendment") to the Amended Agreement reflecting approval and adoption by
the holders of ARS Common Stock of the Amended Agreement and approval of the CBS
Merger.
Item 7. Financial Statements and Exhibits
(c). Exhibits
Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger, dated
as of December 18, 1997 by and among American Radio
Systems Corporation, a Delaware Corporation, CBS
Corporation (formerly, Westinghouse Electric Corporation),
a Pennsylvania corporation, and R Acquisition Corp., a
Delaware corporation.
Exhibit 2.2 - First Amendment, dated December 19, 1997 to Amended and
Restated Agreement, dated December 18, 1997 by and among
American Radio Systems Corporation, a Delaware
Corporation, CBS Corporation (formerly, Westinghouse
Electric Corporation), a Pennsylvania corporation, and R
Acquisition Corp., a Delaware corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CBS CORPORATION
(Registrant)
By: /s/ LOUIS J. BRISKMAN
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Name: Louis J. Briskman
Title: Senior Vice President
and General Counsel
Date: January 7, 1998